HomeMy WebLinkAboutReso 20-2020 (20-102)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 20-2020
File Number: 20-102 Enactment Number: RES 20-2020
RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO
AUTHORIZING THE EXECUTION AND DELIVERY OF A
GROUND LEASE, LEASE AGREEMENT, INDENTURE,
CONTINUING DISCLOSURE AGREEMENT AND BOND
PURCHASE AGREEMENT IN CONNECTION WITH THE
ISSUANCE OF THE CITY OF SOUTH SAN FRANCISCO PUBLIC
FACILITIES FINANCING AUTHORITY (POLICE STATION
PROJECT) LEASE REVENUE BONDS, SERIES 2020A,
APPROVING THE ISSUANCE OF SUCH BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$65,000,000 AUTHORIZING THE DISTRIBUTION OF AN
OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING
AND SALE OF SUCH BONDS AND AUTHORIZING THE
EXECUTION OF NECESSARY DOCUMENTS AND
CERTIFICATES AND RELATED ACTIONS.
WHEREAS, the City of South San Francisco, California (the "City") is a municipal corporation and
general law city duly organized and existing under and pursuant to the Constitution and laws of the State
of California (the "State"); and
WHEREAS, the City desires to finance the costs of the acquisition, construction and/or installation of a
new City police station and related improvements, facilities and equipment (the "Project"); and
WHEREAS, the South San Francisco Public Facilities Financing Authority (the "Authority") and the
City have determined that it would be in the best interests of the City and residents of the City to
authorize the preparation, sale and delivery of the "City of South San Francisco Public Facilities
Financing Authority (Police Station Project) Lease Revenue Bonds, Series 2020A" (the "Bonds") for the
purpose of financing the Project; and
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter
into a Ground Lease between the City and the Authority (the "Ground Lease") pursuant to which the
City will lease certain real property (which real property shall consist of assets generally described as the
Miller Parking Garage (excluding the commercial office space therein which has been sold by the City)
and Orange Memorial Park) ("Leased Assets") to the Authority, and a Lease Agreement between the City
and the Authority (the "Lease Agreement"), pursuant to which the City will lease the Leased Assets back
from back from the Authority, and pay certain Base Rental Payments (as defined in the Lease
Agreement), which are pledged to the owners of the Bonds by the Authority pursuant to an
Indenture by and among The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), the City
and the Authority (the "Indenture"); and
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File Number: 20-102 Enactment Number: RES 20-2020
WHEREAS, the Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985,
commencing with Section 6584 of the California Government Code (the "Act"); and
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; and
WHEREAS, the City and the Authority have selected the underwriters named in the Bond Purchase
Agreement (as defined below), with Stifel Nicolaus & Company, Incorporated, as representative of such
underwriters (together, the "Underwriters"), of the Bonds and, in connection therewith, to purchase the
Bonds from the Authority pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement");
and
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule
15c2-12"), requires that, in order to be able to purchase or sell the Bonds, the Underwriters thereof must
have reasonably determined that the City has undertaken in a written agreement or contract for the
benefit of the holders of the Bonds to provide disclosure of certain financial information and certain
events on an ongoing basis; and
WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter into a
Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with a dissemination agent;
and
WHEREAS, a form of the Preliminary Official Statement with respect to the Bonds (the "Preliminary
Official Statement") has been prepared; and
WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the
City; and
WHEREAS, the City has prior to the consideration of this resolution held a public hearing on the
financing of the Project with the proceeds of the issuance of the Bonds in accordance with Section
6586.5 of the Act, which hearing was held at 33 Arroyo Drive, South San Francisco, California on
February 12, 2020; and
WHEREAS, notice of such hearing was published once in The Examiner, a newspaper of general
circulation in the City, at least five days prior to the hearing (in accordance with Section 6586.5 of the
Act); and
WHEREAS, the City Council has been presented with the form of each document referred to herein
relating to the financing contemplated hereby, and the City Council desires to authorize and direct the
execution of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to
have happened and to have been performed precedent to and in connection with the consummation of
such financing authorized hereby do exist, have happened and have been performed in regular and
due time, form and manner as required by law, and the City is now duly authorized and empowered,
pursuant to each and every requirement of law, to consummate such financing for the purpose, in the
manner and upon the terms herein provided.
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File Number. 20-102
Enactment Number. RES 20-2020
NOW, THEREFORE, the City of South San Francisco, does hereby resolve as follows:
1. Each of the above recitals is true and correct. Following a duly noticed and
conducted public hearing, the City Council hereby finds and determines that there are
significant public benefits to the citizens of the City through the use of the Act to
assist the City with respect to the subject matter hereof through the approval of the
issuance of the Bonds and otherwise hereunder within the meaning of Section
6586(a) -(d), inclusive, of the Act, in that the issuance of the Bonds and related
transactions will result in more efficient delivery of local agency services to
residential and commercial development.
2. The forms of the Ground Lease and Lease Agreement, on file with the City Clerk, are
hereby approved, and the Mayor of the City, or such other member of the City
Council as the Mayor may designate, the City Manager, the Assistant City Manager
(or any interim Assistant City Manager), and the Director of Finance, and any
designee thereof (the "Authorized Officers"), are each hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the
Ground Lease and Lease Agreement in substantially said forms, with such changes,
insertions and omissions therein as the Authorized Officer executing the same may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof; provided, however, that the term of the Ground Lease and Lease
Agreement shall terminate no later than June 1, 2046 (provided that such term may
be extended as provided therein) and the true interest cost applicable to the interest
components of the Base Rental Payments shall not exceed 5.00% per annum.
3. The form of the Indenture, on file with the City Clerk, is hereby approved, and the
Authorized Officers are each hereby authorized and directed, for and in the name and
on behalf of the City, to execute and deliver the Indenture in substantially said form,
with such changes, insertions and omissions therein as the Authorized Officer
executing the same may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof; provided, however, that the
aggregate amount of the Bonds shall not exceed $65,000,000, the final maturity date
of the Bonds shall be no later than June 1, 2046 and the true interest cost applicable
to the Bonds shall not exceed 5.00% per annum, and, provided, further, that such
changes, insertions and omissions shall be consistent with the terms of the Bonds
established at negotiated sale pursuant to the Bond Purchase Agreement.
4. The Bond Purchase Agreement, on file with the City Clerk, is hereby approved and the
Authorized Officers are, and each of them is, hereby authorized and directed, for and in
the name of the City, to execute and deliver the acceptance thereof set forth in the Bond
Purchas Agreement, with such changes, insertions and omissions as the Authorized
Officer executing the same may require or approve, such requirement or approval to be
conclusively evidenced by the execution of the Bond Purchase Agreement by such
Authorized Officer; provided, however,
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File Number., 20-102
Enactment Number. RES 20-2020
that such changes, insertions and omissions shall not result in an aggregate underwriters'
discount in excess of 0.40% of the aggregate principal amount of the Bonds (not
including any original issue discount or premium).
5. The issuance of not to exceed $65,000,000 aggregate principal amount of the Bonds,
in the principal amounts, bearing interest at the rates and maturing on the dates as
specified in the Indenture as finally executed, is hereby approved.
6. The form of the Preliminary Official Statement, on file with the City Clerk, with such
changes, insertions and omissions therein as may be approved by an Authorized
Officer, is hereby approved, and the use of the Preliminary Official Statement in
connection with the offering and sale of the Bonds is hereby authorized and
approved. The Authorized Officers are each hereby authorized to certify on behalf of
the City that the Preliminary Official Statement is deemed final as of its date, within
the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating
and related information as permitted by Rule 15c2-12).
7. The preparation and delivery of an Official Statement, and its use in connection with
the offering and sale of the Bonds, is hereby authorized and approved. The Official
Statement shall be in substantially the form of the Preliminary Official Statement
with such changes, insertions and omissions as may be approved by an Authorized
Officer, such approval to be conclusively evidenced by the execution and delivery
thereof. The Authorized Officers are each hereby authorized and directed, for and in
the name of and on behalf of the City, to execute the final Official Statement and any
amendment or supplement thereto for and in the name and on behalf of the City.
8. The form of Continuing Disclosure Agreement, on file with the City Clerk, is hereby
approved, and the Authorized Officers are each hereby authorized and directed, for
and in the name and on behalf of the City, to enter into the Continuing Disclosure
Agreement with Willdan Financial Services, as dissemination agent, or another third
party, as selected by an Authorized Officer, in substantially said form, with such
changes, insertions and omissions therein as the Authorized Officer executing the
same may require or approve, such approval to be conclusively evidenced to the
execution and delivery thereof.
9. The officers, employees and agents of the City are hereby authorized and directed,
jointly and severally, to do any and all things which they may deem necessary or
advisable in order to consummate the transactions herein authorized and otherwise to
carry out, give effect to and comply with the terms and intent of this Resolution,
including, but not limited to, adding property to, substituting property for or
removing property from the Leased Assets. All actions heretofore taken by the
officers, employees and agents of the City with respect to the transactions set forth
above are hereby approved, confirmed and ratified.
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File Number. 20-102
Enactment Number: RES 20-2020
1. In accordance with Government Code Section 5852.1, there has been presented to
this City Council in the Staff Report accompanying this Resolution certain good faith
estimates provided to the City by its municipal advisor with respect to the Bonds.
The City Council hereby finds that the requirements of Section 5852.1 have been
satisfied.
11. This resolution shall take effect immediately upon its passage.
At a meeting of the City Council on 2/12/2020, a motion was made by Councilmember Nicolas, seconded by
Vice Mayor Addiego, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, and Councilmember Matsumoto
Attest by
j--
Osa Govea Acosta, City Clerk
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